Company Secretary

The starting position for private companies changed with the Companies Act 2006: section 270 provides that "a private company is not required to have a secretary", reversing the old rule that every company needed one. A private company that chooses not to appoint a secretary is described in the Companies Acts as a company "without a secretary", and the Act deals with the practical consequence of that choice — anything that would otherwise be sent to or done by the secretary can instead be sent to, or done by, the company itself, a director, or a person the directors authorise for the purpose. Public companies, by contrast, remain under a mandatory obligation: section 271 states simply that "a public company must have a secretary". This reflects the greater regulatory and governance burden public companies carry (listing, shareholder communication, statutory filings) compared with most private companies.

Where a company does appoint a secretary — whether because it is public and legally required to, or because a private company chooses to for administrative convenience — the role sits alongside, and is distinct from, the directors. The secretary is typically the officer who ensures statutory registers are kept up to date, filings are made at Companies House on time, board and general meeting minutes are properly recorded, and share certificates and other corporate formalities are handled correctly. Because the secretary is an "officer" of the company for many purposes under the Companies Act, they can also be personally liable alongside directors for certain filing defaults, which is why the role, even though no longer compulsory for private companies, continues to be filled in practice by many larger or more complex private companies.